SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-27556
NOTIFICATION OF LATE FILING
(Check One): [x] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q
[_] Form N-SAR
For Period Ended: September 30, 2003
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:______________________________________
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: ________________________
PART I
REGISTRANT INFORMATION
YouthStream Media Networks, Inc.
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Full name of registrant
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Former name if applicable
244 Madison Avenue, PMB 358
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Address of principal executive office (Street and number)
New York, New York 10016
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City, state and zip code
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
|
| (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will
[x] | be filed on or before the 15th calendar day following the
| prescribed due date; or the subject quarterly report or
| transition report on Form 10-Q, or portion thereof will be filed
| on or before the fifth calendar day following the prescribed due
| date; and
|
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Company has incurred a delay in assembling the information required to be
included in its September 30, 2003 Form 10-K Annual Report. The Company expects
to file its September 30, 2003 Form 10-K Annual Report with the Securities and
Exchange Commission by January 13, 2004.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert N. Weingarten (212) 622-7300
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[X] Yes [_] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
During the fiscal year ended June 30, 2002, the Company, through its
subsidiaries, operated in two business segments, media and retail. On
August 5, 2002, subsidiaries of the Company sold substantially all of the
assets of the media business segment to a subsidiary of Alloy, Inc.
("Alloy"), which also assumed certain of the liabilities related to the
media business. The Company discontinued any remaining media operations
that were not sold to Alloy. Net cash proceeds from the sale of the media
business segment were approximately $6,900,000. As a result of this sale,
the operations of the media business segment have not been included in the
consolidated results of operations of the Company subsequent to the sale
date. The Company's consolidated financial statements for the fiscal year
ended June 30, 2002 will be restated to reflect the operations of the media
business segment as a discontinued operation.
In January 2003, the Company reached an agreement with the holders of all
of its and its subsidiary's outstanding notes in the aggregate principal
amount of $18,000,000, to cancel these notes. In exchange for cancellation
of all of the principal and interest due on the old notes, the Company paid
$4,500,000 in cash and issued preferred stock with a face value of
$4,000,000, 3,985,000 shares of common stock, and $4,000,000 aggregate
principal amount of new promissory notes. In total, the Company recognized
a gain from this debt restructuring of $2,754,000 during the three months
ended March 31, 2003.
Effective June 27, 2003, the Company changed its fiscal year end from June
30 to September 30.
As a result of the sale to Alloy in August 2002 and the January 2003 note
restructuring, the Company expects to report reduced revenues and a reduced
net loss for the fiscal year ended September 30, 2003, as compared to the
fiscal year ended June 30, 2002.
YouthStream Media Networks, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date December 29, 2003 By /s/ Robert N. Weingarten
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Robert N. Weingarten
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.